Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TAUTACHROME INC. | |
Entity Central Index Key | 0001389067 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 3,466,810,478 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 78,356 | $ 6,243 |
Prepaid expenses | 576 | |
Total current assets | 78,932 | 6,243 |
TOTAL ASSETS | 78,932 | 6,243 |
LIABILITIES | ||
Accounts payable and accrued expenses | 398,435 | 615,847 |
Accounts payable - related party | 113,482 | 114,052 |
Loans from related parties | 102,310 | 103,074 |
Convertible notes payable - related party | 81,290 | 81,340 |
Short-term convertible notes payable, net | 828,293 | 627,928 |
Convertible notes payable in default | 32,000 | 422,565 |
Short-term notes payable | 14,842 | 15,501 |
Derivative liability | 1,810,064 | 365,497 |
Court judgment liability | 250,000 | 250,000 |
Total current liabilities | 3,630,716 | 2,595,804 |
Long-term convertible notes payable, net | 117,912 | 25,000 |
Long-term convertible notes payable, related party, net | 32,825 | 32,825 |
Crypto-currency notes payable | 100,000 | 100,000 |
Total non-current liabilities | 250,737 | 157,825 |
TOTAL LIABILITIES | 3,881,453 | 2,753,629 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at September 30, 2019 and December 31, 2018 | 1,380 | 1,380 |
Common stock, $0.00001 par value. Six billion shares authorized. 3,466,810,478 and 1,932,483,910 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 34,668 | 19,325 |
Additional paid in capital | 5,978,536 | 4,692,609 |
Common stock payable | 2,032,634 | 1,919,927 |
Accumulated deficit | (11,979,983) | (9,476,829) |
Effect of foreign currency exchange | 130,244 | 96,202 |
TOTAL STOCKHOLDERS' EQUITY | (3,802,521) | (2,747,386) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 78,932 | $ 6,243 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series D Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series D Convertible preferred stock, shares authorized | 13,795,104 | 13,795,104 |
Series D Convertible preferred stock, shares issued | 13,795,104 | 13,795,104 |
Series D Convertible preferred stock, shares outstanding | 13,795,104 | 13,795,104 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 3,466,810,478 | 1,932,483,910 |
Common stock, shares outstanding | 3,466,810,478 | 1,932,483,910 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
REVENUES | ||||
Product sales | $ 206 | $ 206 | ||
Net sales | 206 | 206 | ||
OPERATING EXPENSES | ||||
General and administrative | 432,652 | 149,307 | 732,171 | 576,230 |
Total operating expenses | 432,652 | 149,307 | 732,171 | 576,230 |
Operating loss | (432,446) | (149,307) | (731,965) | (576,230) |
OTHER INCOME / (EXPENSE) | ||||
Gain or (loss) on litigation | (55,000) | (55,000) | ||
Gain (loss) on settlement of debt | (101,657) | (100,327) | ||
Interest expense | (397,071) | (264,730) | (417,044) | (1,003,299) |
Change in value of derivatives | (825,751) | 539,589 | (1,126,787) | (150,456) |
Loss on conversion of debt | (127,031) | |||
Total other | (1,324,479) | 219,859 | (1,771,189) | (1,208,755) |
Net loss | (1,756,925) | 70,552 | (2,503,154) | (1,784,985) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Effect of foreign currency exchange | 31,508 | 14,791 | 34,042 | 60,187 |
Net comprehensive income or (loss) | $ (1,725,417) | $ 85,343 | $ (2,469,112) | $ (1,724,798) |
Net (loss) or income per common share | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | ||||
Basic | 3,447,203,673 | 1,736,404,988 | 3,003,255,537 | 1,712,011,307 |
Diluted | 3,447,203,673 | 1,952,782,242 | 3,003,255,537 | 1,712,011,307 |
Statement Of Stockholder's Equi
Statement Of Stockholder's Equity - USD ($) | Total | Common Stock [Member] | Preferred Stock Series D [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance, shares at Dec. 31, 2017 | 1,685,941,636 | 13,795,104 | |||||
Balance, amount at Dec. 31, 2017 | $ (1,448,400) | $ 16,860 | $ 1,380 | $ 3,787,675 | $ 23,186 | $ 15,540 | $ (5,293,041) |
Shares issued with convertible note payable, Shares | 15,000,000 | ||||||
Shares issued with convertible note payable, Amount | 127,500 | $ 150 | 127,350 | ||||
Net Income (Loss) | (4,183,788) | $ (4,183,788) | |||||
Shares issued to settle lawsuit, Amount | 60,000 | $ 100 | $ 59,900 | ||||
Shares issued for conversion of debt, Shares | 221,542,274 | ||||||
Shares issued for conversion of debt, Amount | 375,629 | $ 2,215 | $ 373,414 | ||||
Preferred Series E shares accrued to ARkNet, Amount | 1,837,000 | 1,837,000 | |||||
Shares issued to settle lawsuit, Shares | 10,000,000 | ||||||
Derivative associated with early debt retirement | 326,339 | $ 326,339 | |||||
Shares earned by consultants | 59,741 | $ 59,741 | |||||
Imputed interest | 17,931 | 17,931 | |||||
Effect of foreign currency exchange | $ 80,662 | $ 80,662 | |||||
Balance, shares at Dec. 31, 2018 | 1,932,483,910 | 13,795,104 | |||||
Balance, amount at Dec. 31, 2018 | $ (2,747,386) | $ 19,325 | $ 1,380 | $ 4,692,609 | $ 1,919,927 | $ 96,202 | $ (9,476,829) |
Net Income (Loss) | (2,503,154) | $ (2,503,154) | |||||
Shares issued for conversion of debt, Shares | 1,513,911,627 | ||||||
Shares issued for conversion of debt, Amount | 607,445 | $ 15,139 | $ 592,306 | ||||
Derivative associated with early debt retirement | 452,402 | 452,402 | |||||
Shares earned by consultants | 138,988 | 138,988 | |||||
Imputed interest | 12,456 | 12,456 | |||||
Effect of foreign currency exchange | 34,042 | $ 34,042 | |||||
Shares issued to settle claims, Shares | 16,123,055 | ||||||
Shares issued to settle claims, Amount | 188,623 | $ 161 | $ 188,462 | ||||
Shares issued for stock payable, Shares | 4,291,886 | ||||||
Shares issued for stock payable, Amount | 313 | $ 43 | $ 26,551 | $ (26,281) | |||
Capital contributed | $ 13,750 | $ 13,750 | |||||
Balance, shares at Sep. 30, 2019 | 3,466,810,478 | 13,795,104 | |||||
Balance, amount at Sep. 30, 2019 | $ (3,802,521) | $ 34,668 | $ 1,380 | $ 5,978,536 | $ 2,032,634 | $ 130,244 | $ (11,979,983) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (2,503,154) | $ (1,784,985) |
Stock-based compensation | 139,301 | 51,929 |
Loss on conversions | 127,031 | |
Loss on litigation | 55,000 | |
Capital contribution | 13,750 | |
Change in fair value of derivative | 1,126,787 | 150,456 |
Loss on debt settlements | 100,327 | |
Amortization of discounts on notes payable | 423,777 | 898,104 |
Imputed interest | 12,456 | 13,769 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (576) | |
Accounts payable and accrued expenses | (118,278) | 49,319 |
Net cash used in operating activities | (678,579) | (566,408) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 892,700 | 603,000 |
Proceeds from crypto-currency notes payable | 100,000 | |
Principal payments on notes payable | (176,000) | (159,298) |
Proceeds from related-party loans | 26,000 | 1,930 |
Principal payments on related-party loans | (26,050) | (15,300) |
Net cash provided by financing activities | 716,650 | 530,332 |
Effect of exchange rate changes on cash and cash equivalents | 34,042 | 60,187 |
Net increase/(decrease) in cash | 72,113 | 24,111 |
Cash and equivalents - beginning of period | 6,243 | 9,726 |
Cash and equivalents - end of period | 78,356 | 33,837 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 40,781 | 7,505 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 720,182 | 664,688 |
Conversion of debt to common stock | 480,413 | 147,358 |
Settlement of derivative liability | 452,402 | 159,711 |
Shares issued for settlement of lawsuit | 5,000 | |
Shares issued for settlement of trade debts | $ 38,623 | |
Shares issued for stock payable | 26,281 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Nature of Business | |
Note 1 - Organization and Nature of Business | History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the patent pending ARk technology (together banded “KlickZie” technology): 1. KlickZie ARk technology business 2. KlickZie’s blockchain cryptocurrency-based ecosystem: 3. KlickZie Activated Digital Imagery business Since its public announcement on September 25, 2017 (via SEC form 8-K) that it would be using its Twitter site ( Tautachrome_Inc) (http://twitter.com/tautachrome_inc) to post important Company information, and finding this method of publicizing important Company information both fast and effective, the Company has continued to use this means of public communication almost exclusively, supplemented occasionally with Current Reports via SEC Form 8-Ks. Shareholders are advised to follow us on Twitter to be current on the Company’s disclosures in conformity with Regulation FD. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | Consolidated Financial Statements In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ended September 30, 2019. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2018 (as amended), as reported in Form 10-K filed with the SEC. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. Principles of Consolidation Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. Long-Lived Assets, Intangible Assets and Impairment In accordance with U.S. GAAP, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. Revenue Recognition The Company sells credits in exchange for cash. These credits can be redeemed for ARks which are geo-location objects downloadable into various digital devices. We recognize revenues once the customer has redeemed previously-purchased credits in exchange for ARks. Until that point, any cash received in exchange for credits is accounted for as liabilities. The company recognizes revenues in accordance with ASC 606 – Revenue From Contracts with Customers Step 1: Identify the contract with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation The company has determined that the performance obligations are satisfied once the purchased credits are exchanged for ARks. At September 30, 2019, we recognized $206 in revenues and $1,985 in unearned revenues included in liabilities. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Net Loss Per Share Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three and nine months ended September 30, 2019 as the effect of our potential common stock equivalents would be anti-dilutive. Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases The new standard was effective for us on January 1, 2019 and we have adopted and implemented it. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements as the Company has no leases whose term is greater than one year. In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern | |
Note 3 - Going Concern | In the third quarter this year we began operations with our ARknet platform, and in October we acquired assets to enter the business ARk vertical in our market. We will require additional capital to exploit this vertical and to commercialize others. There is no guarantee that we will be able acquire the capital to exploit and commercialize the ARknet markets we envision so as to generate positive cash flows from operations. For these reasons, substantial doubt exists as to Tautachrome’s ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty. Management intends to raise additional capital, partly through convertible debt, partly through the direct sale of equity and partly through partnerships with businesses with whom we will provide exclusive use of ARknet techniques in their arenas of operation. We will commit those funds to further refine and develop our ARknet platform. In addition, we intend to market our products through Google and Facebook. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Note 4 - Related Party Transactions | For the nine months ended September 30, 2019, we accrued $3,624 of interest to the 22 nd According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%. On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital. Convertible note payable, related party On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from Dr. Leonard as Dr. Leonard in his sole discretion is willing to loan. The terms of the note provide that at the Company’s option, the Company may make repayments in stock, at a fixed share price of $1.00 per share. Also, because this loan is a no-interest loan, an imputed interest expense of $5,177 was recorded as additional paid-in capital for the nine months ended September 30, 2019. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed. During the nine months ended September 30, 2019, we borrowed $26,000 from and repaid $26,050 to Dr. Leonard. At September 30, 2019, the balanced owed Dr. Leonard is $81,290. We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share. |
Capital
Capital | 9 Months Ended |
Sep. 30, 2019 | |
Capital | |
Note 5 - Capital | During the year ended December 31, 2018 we issued 246,542,274 shares as follows: · We settled our lawsuit with Richard Morgan in full by issuing 10,000,000 shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation. · We issued 15,000,000 shares as an equity incentive to a creditor. We valued the shares at their grant-date fair values and recorded a discount on that debt of $127,500. · W issued 221,542,274 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $306,623 and $27,728 of principal and interest, respectively and recorded a loss on conversion of $41,278. As part of these conversions, we retired $326,339 of associated derivative liabilities which we included in Additional Paid in Capital. During the nine months ended September 30, 2019, we issued 1,534,326,568 shares as follows: · We issued 1,513,911,627 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $445,621 of principal, $34,792 of interest, and $4,500 of conversion fees and recorded a loss on conversion of $127,031. As part of these conversions, we retired $452,402 of associated derivative liabilities which we included in Additional Paid in Capital. · We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. · We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000. We valued the shares at the grant date fair value of $185,000 and recorded a reduction of accounts payable of $35,000 and a loss on settlement of $150,000. · We issued 4,291,886 shares to a consultant to reduce our stock payable to them. We reduced the stock payable by $26,281 and recorded additional expense of $313. We recorded an additional stock payable to this consultant of $19,888 during the period. We recorded a stock payable to a consultant in the amount of $119,100 pursuant to our contract with them. On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital. Preferred Stock During the year ended December 31, 2018, we accrued $1,837,000 in costs related to the 40,000 Series E Preferred shares promised in our ARknet contract (see Note 4) containing a par value of $0.0001. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends, · They are entitled to no liquidation rights, · Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and · They have no conversion or redemption rights. These shares have yet to be issued as of September 30, 2019 and are included in stock payable at that date. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the nine months ended September 30, 2019, we imputed $12,456 of such interest. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt | |
Note 6 - Debt | Loans from related parties As is discussed in Note 4, at September 30, 2019 we owed $202,649 in related-party debts consisting of $97,310 and $24,049 in unpaid principal and interest, respectively, to the 22 nd We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share. Convertible notes payable During the year ended December 31, 2018, we issued eight new convertible promissory notes in the aggregate amount of $633,000, containing original issue discounts totaling $71,688, for net proceeds of $561,313. These convertible notes can convert to common stock at various different prices. We evaluated these convertible notes for derivatives and calculated a collective value of $209,040 which we are accounting for as debt discounts. The individual notes are discussed in Note 6 to the financial statements filed on Form 10-K for the year ended December 31, 2018 and are hereby incorporated by reference. During the nine months ended September 30, 2019 we issued fourteen convertible promissory notes in the aggregate amount of $940,281, receiving proceeds therefrom of $892,700. These convertible notes can convert to common stock at various prices. We evaluated these convertible notes for beneficial conversion features and calculated a collective value of $770,182 which we are accounting for as debt discounts. These convertible notes are discussed below: · On January 11, 2019, we issued a convertible note in the amount of $100,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 8, 2020. This note can convert to 83,333,333 shares. · On January 23, 2019, we issued a convertible note in the amount of $1,475 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 23, 2020. This note can convert to 1,109,023 shares. · On January 16, 2019, we issued a convertible note in the amount of $4,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 16, 2020. This note can convert to 3,007,519 shares. · During the nine months ended September 30, 2019, we issued four promissory notes to an Australian Superfund in the aggregate amount of $20,331 which accrues interest at 5% (10% for unpaid interest and principal after maturity). These notes mature between October 15, 2020 and November 24, 2020 and can convert to 29,044,286 shares in the aggregate. · Also, during the nine months ended September 30, 2019, we issued three convertible promissory notes to a lending institution in the aggregate amount of $176,000, receiving proceeds of $167,000. These notes accrue interest at 12% (22% for unpaid interest and principal after maturity) and mature between April 17, 2020 and June 20, 2020. After 180 days from the note date, these notes may convert at 58% of the lowest two trading prices for the twenty days prior to conversion. These three notes’ interest and principal were all paid off on July 12, 2019. · On May 13, 2019, we issued a convertible note in the amount of $5,725 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on November 13, 2020. This note can convert to 8,178,571 shares. · On July 9, 2019, we issued a convertible note in the amount of $320,000, receiving proceeds of $294,500 with an original issue discount of $25,500. The note matures on July 9, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. On August 2, 2019, we issued 11,392,539 shares in conversion of $35,000 of principal and $169 of interest. · On July 22, 2019, we issued a convertible note in the amount of $162,750, receiving proceeds of $150,000 with an original issue discount of $12,750. The note matures on July 22, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. · On August 6, 2019 we issued a convertible promissory note in the amount of $500,000 to be received in various tranches. Each tranche matures 18 months from the date of funding and bears interest at 5%. As of September 30, 2019, we have received $150,000 pursuant to this note, all of which mature in February, 2021 and can convert to 30,844,098 shares in the aggregate. On January 29, 2019, we issued 3,623,055 to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair values, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. During the nine months ended September 30, 2019, we amortized $423,777 of debt discounts to interest expense, accrued $31,300 of interest and paid interest of $40,781 on existing notes. At September 30, 2019, $32,000 of our convertible notes payable were in default. Convertible notes payable (excluding related-party convertible notes which is discussed in Note 4) at September 30, 2019 and December 31, 2018 and their classification into long-term, short-term and in-default were as follows: 09/30/19 12/31/18 All convertible promissory notes Unpaid principal 1,417,611 1,121,243 Discounts (439,406 ) (45,750 ) Convertible notes payable, net $ 978,205 $ 1,075,493 Classified as short-term Unpaid principal balance 1,242,379 673,678 Discounts (414,086 ) (45,750 ) Convertible notes payable - short-term, net $ 828,293 $ 627,928 Classified as long-term Unpaid principal balance 143,232 25,000 Discounts (25,320 ) - Convertible notes payable - short-term, net $ 117,912 $ 25,000 Classified as in default Unpaid principal balance 32,000 422,565 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 422,565 On May 2, 2019, the company entered into an amendment to one of the convertible promissory notes issued during 2018. The company allowed the creditor to own a larger percentage of the company’s total shares outstanding in exchange for a waiver of all default interest. As a result, we recorded a reduction of interest payable to this creditor and interest expense of $140,491. On July 19, 2019, we issued 30,414,329 shares to this creditor extinguishing all principal and interest owed to them. Crypto-currency notes payable On August 7, 2018, we issued a Crypto Exchange Promissory Note (“the Crypto Note”) in exchange for $100,000 in cash. The Crypto Note accrues interest at 4% until maturity which is 18 months from issue and 10% after maturity. The holder can convert unpaid principal and accrued interest into KLK20 tokens at any time at the rate of $0.25 per token. The holder may, for up to nine months after issuance, participate in a price guarantee: if the Company offers the tokens at less than $0.25 per token at any point for up to nine months after issuance, then the holder has the option of participating in the offer at the lower price. For the nine months ended September 30, 2019, we accrued $3,000 of interest on this note. Unpaid interest at September 30, 2019 amounted to $4,667. On July 31, 2019, we settled an outstanding trade account payable of $83,343 by agreeing to a cash payment of $35,000. We paid the $35,000 on July 31, 2019 and realized a gain of $48,343. Derivative liabilities The above-referenced convertible promissory notes issued during the nine months ended September 30, 2019 were analyzed in accordance with EITF 07–05 and ASC 815. EITF 07–5, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 07–5 is to provide guidance for determining whether an equity–linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of ASC 815 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non–derivative instrument that falls within the scope of EITF 00–19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non–derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two–step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60. The Company issued certain fixed-rate convertible Subscription Notes from 2015 through September 30, 2019 in the United States and Australia These convertible notes have become tainted (“The Tainted Notes”) as a result of the issuance of convertible promissory notes issued in the United States since there is a possibility (however remote) that the Company would not have enough shares in the Treasury to satisfy all possible conversions. The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through September 30, 2019. The following assumptions were used for the valuation of the derivative liability related to the Notes: · The stock price of $0.0005 to $0.0289 in this period would fluctuate with the Company projected volatility. · The notes convert with variable conversion prices based on the percentages of the low or average trades or bids over 20 to 25 trading days. · The effective discounts rates estimated throughout the periods range from 35% to 42% with potentially an additional discount. · The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. · The projected annual volatility for each valuation period was based on the historic volatility of the company are 235.8% – 312.4% (annualized over the term remaining for each valuation). · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. · The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. · The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price on the date of valuation. · The Holder would automatically convert the note based on ownership or trading volume limitations. We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest rate throughout the contractual term of the obligation. The effective interest rates on the six instruments issued during the year ended December 31, 2018 range from 243% to 289%. The effective interest rates for the instruments issued during the nine months ended September 30, 2019 range from 11% to 564%. At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. At September 30, 2019, we determined the fair value of these derivatives were $1,810,064. Changes in outstanding derivative liabilities are as follows: Balance, December 31, 2018 $ 365,497 Changes due to new issuances 770,182 Changes due to extinguishments (452,402 ) Changes due to adjustment to fair value 1,126,787 Balance, September 30, 2019 $ 1,810,064 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2019 | |
Litigation | |
Note 7 - Litigation | Morgan Lawsuit Background The May 21, 2015 merger of the Company with Click Evidence, Inc. (“Click”) resulted in the transfer of Click’s assets and interests from Click to the Company and in Click becoming an asset-less entity inside the Company and then being disposed of on November 25, 2015. In the November 25, 2015 conveyance of the Click to the new owner, its name was changed to BH Trucking, Inc. (“BH”). Filing and service A first lawsuit was filed in the Superior Court of the State of Arizona, Pima County, by a former consultant to Click, Richard Morgan (“Morgan”). This lawsuit was served on December 2, 2015, against Click/BH, with the Company also named in the lawsuit, but not served by it or effectively made aware of it until 2017. Allegation The lawsuit claimed that the consultant’s agreement with Click/BH permitted him to recover a finder’s fee for the cashless stock swap that achieved the merger on May 21, 2015. The new owner of Click/BH, the only party served, declined to defend the lawsuit allowing it to go to default. Default judgment On December 16, 2016, the court issued a default judgment for the plaintiff and against the defendants in the amount of $2,377,915. The Company believes that having not been served or made aware of the lawsuit, it is not a target of the judgment. Second Lawsuit On January 23, 2017, the Company and its CEO were served in a second lawsuit by Morgan alleging that the Company’s intellectual property assets that were transferred to it by Click under the May 21, 2015 merger of the Company with Click, were fraudulently removed from Click/BH, and seeks to have them returned to Click/BH. Effect on the Financial Statements During the three months ended September 30, 2017 we included in liabilities the default amount of $2,377,915 plus $4,459 interest at 4.5% from December 16, 2016, the date of the judgment, to December 31, 2016. On August 29, 2017, the court set aside the judgment in the First Lawsuit resulting in the removal of the liability of $2,377,915 and accrued interest of $4,459 at December 31, 2016, as well as the additional accrued interest recorded during 2017 of $44,294, for a total gain of $2,426,668. On August 14, 2018, we settled this lawsuit in full by issuing 10,000,000 shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation. McRae Lawsuit On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature. On October 12, 2017, McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. Complaint number 4 is now moot in the belief of the Company since after the lawsuit was filed the Company continued to repay McRae’s convertible promissory note on schedule with interest due until paid in full on October 1, 2018, thus extinguishing the note and making the matter moot. These matters remain before the Court. On December 12, 2017, McRae brought the Company before the Kansas Human Rights Commission and the U.S. Equal Employment Opportunity Commission (EEOC) alleging that on June 16, 2017 he was terminated from an alleged employment by the Company on the basis of race and for retaliation, and that the Company discriminated against him in the terms of this alleged employment because of race. The Kansas Human Rights Commission dismissed this claim. On December 8, 2017, McRae filed a complaint with the Occupational Safety and Health Administration (the “OSHA”), alleging that his “investigation and reporting” to the Company’s CEO was a contributing factor in the termination of his alleged employment by the Company in violation of the Sarbanes-Oxley Act whistleblower’s provisions. On January 2, 2018, the Company delivered its response to the complaint, denying each of McRae’s allegations and providing its own presentation of the facts. McRae dismissed the OSHA claim with prejudice, and the matter cannot be brought again. On October 17, 2018, we offered McRae 50,000,000 shares in settlement of all outstanding legal actions against us. McRae declined the offer. However, we re-evaluated the liability on these lawsuits from $49,000 to $250,000 based on the closing price of our common stock on the date of the offer. We recognized a loss on litigation of $201,000 in so doing during 2018. The Company, believing that allegations made by McRae are largely fabricated and aimed at doing harm, has been vigorously defending itself and believes it will prevail in every instance. Despite this belief, to save legal expense the Company made a good faith settlement offer to McRae. The offer was rejected. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Note 8 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 09/30/19 12/31/18 Net operating loss carry-forward 4,181,118 3,380,285 Deferred tax asset at 21% $ 878,035 $ 709,860 Valuation allowance (878,035 ) (709,860 ) Net future income taxes $ - $ - In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized. Our tax loss carry-forwards will begin to expire in 2030. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Note 9 - Subsequent Events | On October 3, 2019, the Board of Directors of the Company appointed David LaMountain as a director of the Company and, on October 4, 2019, Mr. LaMountain accepted his appointment. On October 10, 2019, Matthew Staker resigned as Director. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Consolidated Financial Statements | In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ended September 30, 2019. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2018 (as amended), as reported in Form 10-K filed with the SEC. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
Principles of Consolidation | Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. |
Long-Lived Assets, Intangible Assets and Impairment | In accordance with U.S. GAAP, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. |
Revenue Recognition | The Company sells credits in exchange for cash. These credits can be redeemed for ARks which are geo-location objects downloadable into various digital devices. We recognize revenues once the customer has redeemed previously-purchased credits in exchange for ARks. Until that point, any cash received in exchange for credits is accounted for as liabilities. The company recognizes revenues in accordance with ASC 606 – Revenue From Contracts with Customers Step 1: Identify the contract with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation The company has determined that the performance obligations are satisfied once the purchased credits are exchanged for ARks. At September 30, 2019, we recognized $206 in revenues and $1,985 in unearned revenues included in liabilities. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Net Loss Per Share | Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three and nine months ended September 30, 2019 as the effect of our potential common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements | In February 2016, the FASB established Topic 842, Leases The new standard was effective for us on January 1, 2019 and we have adopted and implemented it. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements as the Company has no leases whose term is greater than one year. In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt (Tables) | |
Schedule of Convertible notes payable | 09/30/19 12/31/18 All convertible promissory notes Unpaid principal 1,417,611 1,121,243 Discounts (439,406 ) (45,750 ) Convertible notes payable, net $ 978,205 $ 1,075,493 Classified as short-term Unpaid principal balance 1,242,379 673,678 Discounts (414,086 ) (45,750 ) Convertible notes payable - short-term, net $ 828,293 $ 627,928 Classified as long-term Unpaid principal balance 143,232 25,000 Discounts (25,320 ) - Convertible notes payable - short-term, net $ 117,912 $ 25,000 Classified as in default Unpaid principal balance 32,000 422,565 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 422,565 |
Changes in outstanding derivative liabilities | Balance, December 31, 2018 $ 365,497 Changes due to new issuances 770,182 Changes due to extinguishments (452,402 ) Changes due to adjustment to fair value 1,126,787 Balance, September 30, 2019 $ 1,810,064 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Summary of deferred income taxes | 09/30/19 12/31/18 Net operating loss carry-forward 4,181,118 3,380,285 Deferred tax asset at 21% $ 878,035 $ 709,860 Valuation allowance (878,035 ) (709,860 ) Net future income taxes $ - $ - |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) | 9 Months Ended |
Sep. 30, 2019 | |
State of incorporation | Delaware |
Entity incorporation date | Jun. 5, 2006 |
ARKnet [Member] | |
Organization and nature of business description | The ArKnet is a fintech platform connecting consumers to providers in the global $48 trillion household goods market, using augmented reality as the medium of interaction. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | |
Product sales revenue | $ 206 |
Unearned revenues | $ 1,985 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 13, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 06, 2019 | Jul. 22, 2019 | Jul. 11, 2019 | Jul. 09, 2019 | Dec. 31, 2018 |
Adjustment to additional paid in capital, Imputed interest | $ 5,177 | |||||||
Convertible notes payable - related party | $ 81,290 | |||||||
Interest rate | 5.00% | |||||||
Fixed share price for repayment | $ 1 | |||||||
Additional paid in capital | $ 5,978,536 | 4,692,609 | ||||||
Proceeds from related-party loan | (26,050) | $ (15,300) | ||||||
CEO and Board Chairman [Member] | ||||||||
Additional paid in capital | $ 13,750 | |||||||
Dr. Leonard [Member] | ||||||||
Convertible notes payable - related party | 81,290 | |||||||
Proceeds from related-party loan | 26,000 | |||||||
Principal payments on related-party loan | 26,050 | |||||||
Officer [Member] | ||||||||
Convertible notes payable - related party | $ 32,825 | |||||||
Interest rate | 5.00% | |||||||
Advance from related party | $ 5,000 | |||||||
Conversion price | $ 0.0025 | |||||||
Proceeds from related-party loan | $ 37,825 | |||||||
Twenty Second Trust [Member] | ||||||||
Interest payment default description | According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%. | |||||||
Accrued interest | $ 24,049 | |||||||
Twenty Second Trust [Member] | Related Party [Member] | ||||||||
Accrued interest | 3,624 | |||||||
Outstanding principal amount | 121,359 | $ 118,591 | ||||||
Sonny Nugent [Member] | ||||||||
Accrued Interest | $ 3,624 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | Aug. 14, 2018 | Jul. 19, 2019 | Aug. 29, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Aug. 06, 2019 | Jul. 11, 2019 | Dec. 31, 2017 |
Imputed interest | $ 12,456 | $ 13,769 | $ 17,931 | ||||||||
Stock payable | $ 119,100 | ||||||||||
Share issued during the period | 1,534,326,568 | 246,542,274 | |||||||||
Common stock shares issued for incentive to creditor | 15,000,000 | ||||||||||
Debt discount | $ 127,500 | $ 127,500 | |||||||||
Shares issued for settlement of lawsuit | $ 5,000 | 5,000 | |||||||||
Gain or (loss) on litigation | $ (55,000) | $ 2,426,668 | $ (55,000) | (55,000) | |||||||
Shares issued for settlement | 10,000,000 | ||||||||||
Additional paid in capital | $ 5,978,536 | $ 5,978,536 | $ 4,692,609 | ||||||||
Shares issued | |||||||||||
Loss on settlement | $ (101,657) | $ (100,327) | |||||||||
Preferred stock shares authorized | 13,795,104 | 13,795,104 | 13,795,104 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Series E Preferred Stock [Member] | |||||||||||
Accrued expenses | $ 1,837,000 | ||||||||||
Consultant Member [Member] | |||||||||||
Stock payable | $ 26,281 | ||||||||||
Shares issued | 4,291,886 | 4,291,886 | |||||||||
Additional expense | $ 313 | ||||||||||
Additional stock payable | $ 19,888 | ||||||||||
CEO and Board Chairman [Member] | |||||||||||
Additional paid in capital | $ 13,750 | ||||||||||
ArKnet [Member] | Series E Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 40,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||
Description for share exchange ratio and voting rights | Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, | ||||||||||
Retire Trade Debts [Member] | |||||||||||
Debt discount | $ 770,182 | $ 770,182 | $ 150,000 | ||||||||
Shares issued | 12,500,000 | 12,500,000 | |||||||||
Accounts payable | $ 35,000 | ||||||||||
Loss on settlement | 150,000 | ||||||||||
Share issued fair value | 185,000 | ||||||||||
Convertible promissory note [Member] | Australian Individual [Member] | |||||||||||
Debt discount | $ 423,777 | $ 423,777 | |||||||||
Debt conversion converted instrument shares issued | 30,414,329 | 3,623,055 | |||||||||
Principal reduction on debt conversion original amount | $ 4,258 | ||||||||||
Reduction on debt conversion converted instrument, Accrued interest | 695 | ||||||||||
Gain on this settlement of debt | 1,330 | ||||||||||
Fair value of shares | $ 3,623 | ||||||||||
Convertible promissory note [Member] | |||||||||||
Shares issued | 221,542,274 | ||||||||||
Debt conversion converted instrument shares issued | 1,513,911,627 | 306,623 | |||||||||
Principal reduction on debt conversion original amount | $ 445,621 | $ 27,728 | |||||||||
Reduction on debt conversion converted instrument, Accrued interest | 34,792 | ||||||||||
Loss on conversion | 127,031 | 41,278 | |||||||||
Conversion fees | 4,500 | ||||||||||
Decrease in derivative liabilities | $ 452,402 | $ 326,339 |
Debt (Details)
Debt (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
All convertible promissory notes [Member] | ||
Unpaid principal | $ 1,417,611 | $ 1,121,243 |
Discounts | (439,406) | (45,750) |
Convertible notes payable | 978,205 | 1,075,493 |
Classified as short-term [Member] | ||
Unpaid principal | 1,242,379 | 673,678 |
Discounts | (414,086) | (45,750) |
Convertible notes payable | 828,293 | 627,928 |
Classified as long-term [Member] | ||
Unpaid principal | 143,232 | 25,000 |
Discounts | (25,320) | |
Convertible notes payable | 17,912 | 25,000 |
Classified as in default [Member] | ||
Unpaid principal | 32,000 | 422,565 |
Discounts | ||
Convertible notes payable | $ 32,000 | $ 422,565 |
Debt (Details 1)
Debt (Details 1) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt (Details 1) | |
Beginning balance | $ 365,497 |
Changes due to new issuances | 770,182 |
Changes due to extinguishments | (452,402) |
Changes due to adjustment to fair value | 1,126,787 |
Ending balance | $ 1,810,064 |
Debt (Details Narrative)
Debt (Details Narrative) | Aug. 06, 2019USD ($) | Jul. 09, 2019USD ($) | May 13, 2019USD ($)shares | May 02, 2019USD ($) | Jan. 11, 2019USD ($)shares | Aug. 07, 2018USD ($) | Jul. 22, 2019USD ($) | Jul. 19, 2019shares | Jan. 23, 2019USD ($)shares | Jan. 16, 2019USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)integer$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2019USD ($) |
Interest expense | $ 140,491 | $ (397,071) | $ (264,730) | $ (417,044) | $ (1,003,299) | |||||||||||
Interest rate | 5.00% | |||||||||||||||
Maturity date | Nov. 13, 2020 | |||||||||||||||
Convertible notes payable - related party | $ 81,290 | $ 81,290 | ||||||||||||||
Convertible note converted in shares | shares | ||||||||||||||||
Proceeds from convertible notes payable | $ 892,700 | 603,000 | ||||||||||||||
Proceeds from related-party loan | (26,050) | (15,300) | ||||||||||||||
Debt discount | $ 127,500 | 127,500 | ||||||||||||||
Convertible notes payable, principal | 828,293 | 828,293 | 627,928 | |||||||||||||
Interest paid | $ 40,781 | $ 7,505 | ||||||||||||||
Officer [Member] | ||||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Convertible notes payable - related party | 32,825 | $ 32,825 | ||||||||||||||
Proceeds from related-party loan | 37,825 | |||||||||||||||
Advance from related party | 5,000 | $ 5,000 | ||||||||||||||
Conversion price | $ / shares | $ 0.0025 | |||||||||||||||
Twenty Second Trust [Member] | ||||||||||||||||
Accrued interest | 24,049 | $ 24,049 | ||||||||||||||
Loans from related parties | 202,649 | 202,649 | ||||||||||||||
Convertible notes payable, principal | 97,310 | 97,310 | ||||||||||||||
Twenty Second Trust [Member] | Related Party [Member] | ||||||||||||||||
Accrued interest | 3,624 | 3,624 | ||||||||||||||
Related party debt | 81,290 | 81,290 | ||||||||||||||
Retire Trade Debts [Member] | ||||||||||||||||
Proceeds from convertible notes payable | 294,500 | 150,000 | 892,700 | 561,313 | ||||||||||||
Convertible promissory notes, issued | $ 500,000 | $ 320,000 | $ 162,750 | 940,281 | 940,281 | $ 633,000 | ||||||||||
Effective interest rate | 5.00% | 8.00% | 8.00% | 289.00% | ||||||||||||
shares issued | $ 30,844,098 | |||||||||||||||
Derivatives | $ 209,040 | |||||||||||||||
Original issue discount | $ 25,500 | $ 12,750 | $ 71,688 | |||||||||||||
Debt discount | $ 150,000 | 770,182 | 770,182 | |||||||||||||
Convertible promissory note [Member] | Australian Individual [Member] | ||||||||||||||||
Accrued interest | 31,300 | 31,300 | ||||||||||||||
Debt discount | 423,777 | 423,777 | ||||||||||||||
Convertible notes payable, principal | 4,258 | 4,258 | ||||||||||||||
Interest paid | $ 40,781 | |||||||||||||||
Number of convertible promissory notes | integer | ||||||||||||||||
Convertible notes payable, default | 32,000 | $ 32,000 | ||||||||||||||
Convertible notes payable, interest | 695 | |||||||||||||||
Gain on settlement | $ 1,330 | |||||||||||||||
Debt instrument converted amount shares issued | shares | 30,414,329 | 3,623,055 | ||||||||||||||
Convertible promissory note [Member] | Lending Institution [Member] | ||||||||||||||||
Proceeds from convertible notes payable | $ 167,000 | |||||||||||||||
Convertible promissory notes, issued | $ 176,000 | $ 176,000 | ||||||||||||||
Effective interest rate | 12.00% | 12.00% | ||||||||||||||
Note maturity and conversion description | Mature between April 17, 2020 and June 20, 2020. After 180 days from the note date, these notes may convert at 58% of the lowest two trading prices for the twenty days prior to conversion. | |||||||||||||||
Convertible promissory note [Member] | Accrues interest[Member] | ||||||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||
Convertible promissory note [Member] | Principal [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Promissory note [Member] | ||||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Maturity date | Jul. 8, 2020 | Jul. 23, 2020 | Jul. 16, 2020 | |||||||||||||
Convertible note converted in shares | shares | 8,178,571 | 83,333,333 | 1,109,023 | 3,007,519 | 29,044,286 | 29,044,286 | ||||||||||
Convertible promissory notes, issued | $ 5,725 | $ 100,000 | $ 1,475 | $ 4,000 | $ 20,331 | $ 20,331 | ||||||||||
Crypto Exchange Promissory Note [Member] | ||||||||||||||||
Convertible promissory notes, issued | $ 100,000 | |||||||||||||||
Note maturity and conversion description | The holder can convert unpaid principal and accrued interest into KLK20 tokens at any time at the rate of $0.25 per token. | |||||||||||||||
Accrued interest | 3,000 | 3,000 | ||||||||||||||
Trade account payable | $ 83,343 | |||||||||||||||
Interest Payable | 4,667 | $ 4,667 | ||||||||||||||
Debt paid in cash | 35,000 | |||||||||||||||
Gain on trade account payable | $ 48,343 | |||||||||||||||
Interest rate description | The Crypto Note accrues interest at 4% until maturity which is 18 months from issue and 10% after maturity. | |||||||||||||||
Convertible Note Derivatives [Member] | ||||||||||||||||
Default interest rate, description | An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. | |||||||||||||||
Notes redemption, description | The Holders would redeem the notes (with penalties up to 50% depending on the date and full––partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. | |||||||||||||||
Fair value of derivatives | $ 1,810,064 | $ 1,810,064 | ||||||||||||||
Convertible Note Derivatives [Member] | Minimum [Member] | ||||||||||||||||
Effective interest rate | 11.00% | 11.00% | 243.00% | |||||||||||||
Assumption of stock price per shares | $ / shares | $ 0.0005 | $ 0.0005 | ||||||||||||||
Notes conversion trading days | integer | 20 | |||||||||||||||
Estimated effective discount rate | 35.00% | 35.00% | ||||||||||||||
Volatility rate | 235.80% | |||||||||||||||
Convertible Note Derivatives [Member] | Maximum [Member] | ||||||||||||||||
Effective interest rate | 564.00% | 564.00% | 289.00% | |||||||||||||
Assumption of stock price per shares | $ / shares | $ 0.0289 | $ 0.0289 | ||||||||||||||
Notes conversion trading days | integer | 25 | |||||||||||||||
Estimated effective discount rate | 42.00% | 42.00% | ||||||||||||||
Volatility rate | 312.40% |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Aug. 14, 2018 | Oct. 12, 2017 | Oct. 17, 2018 | Aug. 29, 2017 | Dec. 16, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 10, 2017 | Jun. 16, 2017 |
Amount of damages sought | $ 2,377,915 | ||||||||||
Interest rate | 4.50% | ||||||||||
Loss contingency damages sought interest amount | $ 4,459 | ||||||||||
Litigation amount damages sought included in liabilities removed | $ 2,377,915 | ||||||||||
Shares issued for settlement of lawsuit | $ 5,000 | $ 5,000 | |||||||||
Gain or (loss) on litigation | $ (55,000) | $ 2,426,668 | $ (55,000) | $ (55,000) | |||||||
Shares issued for settlement | 10,000,000 | ||||||||||
McRae [Member] | |||||||||||
Gain or (loss) on litigation | $ 201,000 | ||||||||||
Failed to pay shares (Common Stock) to employee | 35,000,000 | ||||||||||
Common stock shares offered for settlement | 50,000,000 | ||||||||||
Loss contingency damages sought by related party, restricted shares | 850,000,000 | ||||||||||
Description for the amendment to the litigation filed against company by related party | McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. | ||||||||||
McRae [Member] | Maximum [Member] | |||||||||||
Liability for lawsuits | $ 250,000 | ||||||||||
McRae [Member] | Minimum [Member] | |||||||||||
Liability for lawsuits | $ 49,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Income Taxes (Details) | ||
Net operating loss carry-forward | $ 4,181,118 | $ 3,380,285 |
Deferred tax asset at 21% | 878,035 | 709,860 |
Valuation allowance | (878,035) | (709,860) |
Net future income taxes |